8.8 GENERAL:

 Lessee will:

 (a) maintain its business as a commercial airline, will preserve
 its corporate existence (other than as permitted in Clause
 8.8(c)) and will maintain such of its rights, privileges,
 licenses and franchises as are required to perform its
 obligations under this Agreement;

 (b) not change its "location" (as determined with reference to and
 for purposes of Section 9-307 of the UCC) in such manner as
 would, pursuant to Section 9-307 of the UCC, change the
 location for filing financing statements or renewals thereof
 from the District of Columbia, except upon 10 days prior
 written notice thereof to Lessor;

 (c) not consolidate or merge into or with any other corporation or
 other Person, and not convey, transfer, lease or otherwise
 dispose of all or substantially all of its property and other
 assets to, or acquire all or substantially all of the property
 or other assets or capital stock of (if such acquisition is
 analogous in either purpose or effect to a consolidation or
 merger), any corporation or other Person without the prior
 written consent of the Lessor, such consent not to be
 unreasonably withheld, unless:

 (i) the Person formed by such consolidation or into which
 Lessee is merged or the Person that acquires by
 conveyance, transfer or lease all or substantially all
 of the assets of Lessee (the "Lessee Successor"):

 (a) has a tangible net worth (determined in accordance
 with GAAP) equal to or greater than that of Lessee
 immediately prior to such merger or consolidation;